SEC Comment Letter 0000000000-24-012501 to CLOUDASTRUCTURE, INC. (CSAI)
CLOUDASTRUCTURE, INC.
Date: Nov. 8, 2024 · CIK: 0001709628 · Accession: 0000000000-24-012501
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282038
Letter
November 8, 2024 James McCormick Chief Executive Officer Cloudastructure, Inc. 228 Hamilton Avenue, 3rd Floor Palo Alto, CA Re:Cloudastructure, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed November 7, 2024 File No. 333-282038 Dear James McCormick: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 7, 2024 letter. Amendment No. 5 to Registration Form on S-1 Capitalization, page 28 1.We note your response to prior comment 1. Please tell us the number of Class A and Class B shares issued and outstanding as of June 30, 2024 and your calculations giving effect to the 1-for-6 reverse stock split of Class A and Class B shares issued and outstanding as of June 30, 2024 Balance Sheet, page F-3 2.We note your response to prior comment 2. Please have your auditor update their report to reflect that they, in fact, audited the earnings per share information.
November 8, 2024 Page 2 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202- 551-3361 if you have questions regarding comments on the financial statements and related matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Vanessa Schoenthaler
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November 8, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed November 7, 2024
File No. 333-282038
Dear James McCormick:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 7, 2024 letter.
Amendment No. 5 to Registration Form on S-1
Capitalization, page 28
1.We note your response to prior comment 1. Please tell us the number of Class A and
Class B shares issued and outstanding as of June 30, 2024 and your calculations
giving effect to the 1-for-6 reverse stock split of Class A and Class B shares issued
and outstanding as of June 30, 2024
Balance Sheet, page F-3
2.We note your response to prior comment 2. Please have your auditor update their
report to reflect that they, in fact, audited the earnings per share information.
November 8, 2024
Page 2
Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler